When Friendship Escalates
by Larkawolfgirl
Summary: Xion and Roxas have begun dating, but what happens when Axel confesses to Roxas as well? Akurokushi


**AN: **I have not played Days, only watched a walkthough. So, if the game did show the layout of Organization headquarters I missed it. I have read fanfic before that say they lock door with darkness, but I made retro, normal locks. I decided to make members have rooms on different floors for the hell of it.

As for the plot, I started this story quite a while ago (before ever starting my asexualXion one-shots), for some reason I wrote it in tiny bursts. Then one day I just had a load of inspiration and got it back on its feet. However, this is a good thing, because it is written a lot better than I would have a year ago, and longer than it probably would have been back then. So, I think that it was worth the wait.

I hope it doesn't seem too fast-paced. I'm not good at coming up with scenes, so this takes place over only two days instead of my original week plan.

**Disclaimer: **I do not own Kingdom Hearts or any of its characters. If I did, the first game would probably still not be out, because I am that slow at writing.

"Morning, Xion. Where you headed today? I'm off to Agrabah."

"Wonderland."

"Cool. Well, good luck!" Xion gulped as she tried to build up the small confidence she had.

"Hey, Roxas, can you wait a minute?"

He turned around facing her questioningly. "Yeah?"

"I know we aren't supposed to have feelings, but Roxas…I…I think I-"

He tilted his head making her blush. "You what?"

"I like you." She averted her gaze. This was bad. She should have known better than to expect him to return her feelings. "Sorry," she stammered readying to leave.

"Wait, Xion." He grabbed her wrist preventing her escape.

"Just forget it, okay," she said.

"Never," he said with a glint in his eyes.

"Huh?" And then he kissed her. It was sweet and beyond anything she had ever dreamed it could be. She grabbed onto his arms as a reassurance that the moment was real. Roxas was the first to pull away.

"Oh, crap, I gotta go."

"Um, are we-?" She let the end of the question hang.

"Yeah," He smiled radiantly. "We're dating now, right?"

Roxas was exhausted. There had been a lot of heartless, and he had been solo today. All he wanted was to get out of his sweaty clothes and take a much leaded nap. He entered his room ready to do just that, but he found a note from Axel lying on his desk. _Meet me in my room_ it read. _What could he want? _he wondered. Giving up on the peaceful sleep he had wanted, he ventured to Axel's room.

"Axel?" He knocked again, but didn't receive an answer. "I'm coming in." He turned the handle slowly, peeking his head in. The room was dark, so he couldn't make anything out. He reached for the light switch, but was dragged in by an arm instead.

"Wah! What is going on?"

"Hey there," came a husky whisper at his ear.

"Axel? What are you doing? Why won't you let me turn the light on?"

"Cause I want to talk to you." Arms brought him in close.

"What? That makes no sense."

"It will when you know what I want to talk about," he said slyly blowing on his ear for emphasis.

"Well, uh, talk then," Roxas said feeling a bit unnerved.

"Let's sit." Axel led him over to the bed which had smooth fabric that called of sweet comfort to Roxas. Some time passed putting Roxas' senses on high alert. Even though Axel was right next to him, he couldn't make his shape out.

"So, uh-" There was a wet sensation on his ear. It circled and flicked causing him to shiver.

"What are you doing!"

"Roxas, I like you." Axel's voice was dripping with lust. Roxas wondered if he was dreaming. How could both of his best friends confess to him, not to mention on the same day? Weren't they not supposed to have hearts?

"I want to touch you. Can I?" He wasn't even sure what he felt for Axel. Assuming that relationships between males were impossible, he'd never even thought to contemplate it, but apparently Axel thought otherwise. He needed time to think. He had just made a commitment to Xion that morning, he couldn't just do it with Axel now could he?

"Nee, Roxas?" He nibbled at his ear, his neck, and his collarbone. Without realizing it, Roxas sighed affirmatively. Axel unzipped his coat slowly, running his hand along his chest as he did so. Pushing the fabric so that it fell down his arms, Axel pushed him down and nibbled at his nipples.

Roxas was losing what sanity he still had. Wasn't he supposed to be thinking about something? His brain told him this was wrong, but he couldn't remember why.

Axel continued sucking his buds, but now set upon working downward as well. He ran his hands down Roxas' chest again, continuing over his hips and to his penis. Roxas gave a low moan as it was taken in-hand. Axel messaged roughly with even strokes. A shiver ran up Roxas' spine as heat spread throughout him. Axel's fingers were calloused and scraped ever so-gently against his inflamed skin giving the strangest sensation.

"Axel," he gasped through his pleasure.

"Do you like that, Roxy?" The redhead cooed pleasantly. "Do you want more?" Roxas nodded with sweet tears in his eyes.

When Axel's head engulfed him his tired mind shut down completely. He had died and gone to heaven, his blank mind proved it. All he knew was sensation, heat, and the crude lapping noises that hit his disembodied ears. He was so far gown that he wasn't even conscious of what Axel was doing, let alone that he was causing the noises. If so, the noises might have grossed him out or further aroused him, or at least affected him in some way, but as it was, they merely drifted through him as less than even an after-thought.

Then his mind hotwired as his pleasant state of sensation was replaced by white hot heat coiling his lower belly.

"Ah!" he called out eyes widening as he took in the sight of Axel's mouth on him. His brain finally processed the situation, and it was too much. Without so much as a warning he came within Axel's mouth.

"Oh my god! I'm so sorry!" he apologized frantically, but Axel just laughed.

"You sure seemed to enjoy that." He chuckled patting the blond on the head. Roxas let him bring him into a content hug before he remembered what had been bothering him earlier.

"Crap, stop Axel. We can't be doing this."

Axel looked at him hurt. "Why, Rox? You better not tell me that you're straight or something stupid like that, because the way you just came begs to differ."

At this point he had no idea of his sexuality, so he hurriedly let out, "Uh, no, I don't know. But it's about Xion. I sort of started dating her this morning." A blush set upon his face.

"Oh." Axel's face dropped immediately. "So, you'd rather be with her?"

"No…I don't know. I like you both," he answered lamely.

Not-unexpectedly, Axel gave him an annoyed look. "Come on Rox, you need to make up your mind."

"I know. I need some time. I mean I didn't even realize guys could have a relationship until just now."

"You really are an idiot." Some of his previous humor had returned.

"Give me a break, I don't have memories like you." Roxas swatted at him playfully.

It probably wasn't the smartest thing to do considering that Axel was still hard. Their faces were close, and the redhead stared intently into his eyes.

"Roxas." His voice held such emotion that it made the blond swallow. He kissed him again gently pushing him back onto the bed. Roxas forced his eyes open to see the older man's face, which he could make out at this distance. His eyes were scrunched in concentration, but it was also extremely gentle.

When they broke apart he took a deep breath. "I think I like you too."

"You do!"

"But I still like Xion too. Damn it. I don't know why I feel this way."

"It's okay, Rox. Don't push yourself. I honestly don't care what happens as long as you're happy. I would love if I could be with you, even if you were with Xion as well."

"What do you mean?"

"If Xion doesn't care you could just date us both." Axel said this as if it was no big deal.

Roxas' mind was spinning. Not only could guys have a relationship, now Axel was telling him that three people could. "I could actually do that?"

"Well, technically yeah." This put the boy's mind at ease, and he flipped them over so that he was straddling Axel.

"Where'd we leave off?"

Axel smiled, leaning up to rejoin their lips. "Thanks…for reminding…me," he mumbled between kisses.

Hands caressed the blond's arms, and he began to work Axel's zipper down, peeled the fabric from his chest. With the initial male-on-male shock dissipated, Roxas was now able to appreciate Axel more fully. He started with interest at the newly exposed skin, disappointed that he couldn't make out its tan through the darkness. He'd seen his partner's chest a few times (when Axel had accidently fallen into the river that one time, and when he'd gotten that nasty cut in Deep Jungle, just to name a few), but given their missionary mindsets and the fact that he hadn't even known guys could look at each other that way, he hadn't really looked. Now the opportunity was here, but he could barely make out the outline. Regardless, he felt along Axel's sides, causing him to lift slightly beneath him. He slid his hands up along his partner's back so that he could flush them tightly together as they kissed again.

"Axel," he pleaded unsure of what to do at this point. Axel seemed to read the hidden message. He gently flipped them around again and discarded the rest of his coat.

"Now, this may be weird at first, but trust me."

This confused Roxas. If it felt weird why were they going to do it? But he nodded anyway. He watched as Axel brought two fingers to his own lips and began sucking on them. The motion reminded him of what Axel had done earlier, and he could feel his semi-erection rehardening. He wiggled in anticipation for whatever it was the redhead was about to do.

Axel removed his slick fingers and brought them down near his butt. Roxas' mind short-circuited. He wasn't going to…was he? But before he could give it too much thought the first finger was already pushing inside him. Just as Axel had warned it did feel weird. Very weird. But it wasn't entirely unpleasant, at least not until a second finger was added. He could feel his unused muscles straining in protest to the foreign objects.

"Try to relax," Axel cooed rubbing his arm in comfort.

After what felt like an eternity of awkwardness, Axel brushed against something inside him, and it was explosive. The blowjob had been amazing, but this was euphoric. Axel continued to stretch him, but he barely noticed through this new high of sensation. All too quickly the fingers were removed leaving him empty and wanting. Unconsciously, he let out a whine of protest.

Axel chuckled before positioning himself at his entrance. From within his high Roxas barely comprehended just how big this new object would be, otherwise he might have been worried. Instead his only thought was to regain the lost sensation. If Axel wanted to hit it with something larger than fingers, he could be his guest. He pushed forward a bit, silently giving Axel the go-ahead, who obliged.

He was stretched so far that he was finally brought out of his mindless state.

"Axel!" he cried digging nails into the redhead's shoulder blades.

"It's okay," he cooed. "It will get better I swear."

Tear drops had formed in the corners of his eyes, but he nodded. He trusted Axel, and he still hoped that the high might return even if it was accompanied with this new pain.

Sure to Axel's words, after a short time of waiting his muscles began to relax allowing the redhead to move fairly easily. The movements were "better," but they weren't what he would call enjoyable. That is until he hit that previous spot sending his vision white. The feeling was much more intense than it had been from mere fingers. This was a rougher, stronger impact and he absolutely _loved _it.

"Axel!" he cried this time in obvious pleasure making Axel fully relax. Axel tried his best from that point on to hit that exact spot each time rocking in and out. Roxas clung to his shoulders as the intensity only increased.

"Roxas, I love you. I love you so much," he said bringing their lips together for a sloppy kiss.

Maybe it was the high itself, or maybe it had just cleared away all of his doubts. As soon as Axel raised his head, without qualms, Roxas gave the whole awaited confession, "I love you too."

Axel's eyes filled with trickling tears as he pulled Roxas as close as possible. He buried his face in his blond hair taking in the faint sent of vanilla hidden there. Shaking with happiness he could feel his climax coming.

"Oh, Rox, I can't-" Quickly, he reached down stroking Roxas to speed his own climax along. A moment later he spilled filling Roxas with the warm seed. Even though both his body and (supposed) non-existent heart were exhausted, he continued stroking Roxas until he finally cried out in his own ecstasy.

They lay there curled around each other ready to fall asleep when Roxas murmured quietly, "Shouldn't we have talked to Xion first?"

Axel couldn't deny his point. Since he didn't have an answer, he opted for the easier route of pretending to already be asleep. With a slight pain of guilt, Axel finally fell asleep with a firm grasp on his young partner.

Xion was worried when the next morning Roxas did not appear in HQ when the Superior handed out assignments. She had expected to see him last night after he had finished, especially since they were now dating. She'd met at the Clock Tower as usual, but neither he nor Axel had shown. She had figured that both their missions had run late, but oddly, Axel wasn't here in HQ either. Had something happened to them?

"Superior," she called before Xemnas could leave the room.

"Yes, Number XIV?"

"Has something happened to Axel and Roxas? I didn't see them last night, and they never showed up this morning."

"Number VIII and Number XIII debriefed late last night. I assume they are just catching some extra shut eye. If you see either of them, please direct them to see me immediately, considering that this does not exclude them from today's missions."

"Yes, of course, Superior," she squeaked timidly.

"If that is all." He quickly formed a portal of darkness before she had an opportunity to delay him again.

Sure that Roxas must just be sleeping as the Superior thought, she headed to his room with a chipper step. Somehow the idea of waking him seemed even more perfect than their original plan. This way she might be the first thing he saw that morning. Knocking gently at first she waited. When she received no response, she knocked loader. And then loader, but still nothing. "Roxas," she called. "I'm coming in." The door wasn't locked and pushed easily aside allowing her to see into the visibly empty room. _That's strange_ she thought. Hadn't the Superior mentioned that Axel had been late returning as well? Perhaps they had decided to have a sleepover of sorts. Without any further leads, she settled on Axel's room as the next best destination.

Being a higher number than them, Axel's room was on the third floor (two above Roxas' and her own). She could have easily used a portal instead of taking the stairs, but Xion liked to do things the "conventional way," as Axel called it. Fighting heartless had built her stamina quite a bit, so the trek didn't take a toll on her, and she reached the lumbering door marked VIII in short time.

"Axel?" she called knocking. There was no immediate response, but she could hear a creaking bed and breathing. He had to be in there. "Can I come in?"

"No, wait, Xion!" He sounded panicked which she found strange. She could hear muffled voices, but couldn't make out the words. Pressing her ear to the door she could make out Roxas' voice. Her heart lifted. He was there!

Excited, she pushed aside Axel's order along with the door. Luckily it wasn't locked. What she found within killed her excitement in an instant. Both men were very naked and searching for their clothes. She tried to push the invading theory from her mind, but she couldn't come up with any other reason why they would be in this state.

First she felt anger; Hadn't Roxas just returned her confession the day before. But then she remembered that he had never actually said he liked her. Maybe he had just been being nice. For all she knew he and Axel had been an item for a while now behind her back. Her next emotion was betrayal, yet she knew that she didn't have the right to feel this way. She was only a replica. She did not deserve Roxas, and he deserved more. He deserved Axel. Someone who was real, or at least as real as a Nobody could be.

"Sorry." She averted her eyes to the floor. "I'll just leave you two alone." She hated the tears that were beginning to form in her eyes. Pity was not what she wanted.

Abandoning his search, Roxas took ahold of her shoulder. "No, Xion! You don't understand."

"It's fine, Roxas. I understand you want to be with Axel." She tried to turn away, but his hand tightened holding her in place. Before she could protest, he joined their lips in a chaste kiss. Her eyes widened, and she shook her head.

"I don't get it. You were with Axel. Don't you want to be with him? I already said I understand, so why?"

"But, Xion, I want to be with you." Now her head was really wheeling.

"But-But you were just with Axel. Why would you…If you didn't want to be with him?"

"But I do want to be with him."

"I…I don't understand."

Axel chose that moment to join in on the little exchange. He placed his hand on Xion's other shoulder. She locked eyes with him noting his calm expression. "Xion, we were thinking that maybe we could all kind of be a thing…together." He blushed slightly as he said this, and she could tell that he was having a little difficulty in deciding the right words to use.

"What Axel's trying to say," Roxas said with a bit more confidence. "Is that I like you, you like me, I like Axel, and he likes me. I obviously don't know about your two's feelings for each other, but doesn't the three of us in a relationship just seem to make sense? That way none of us has to give up on the other. No one gets hurt." She stared incredulously at her "friends". Could this even be happening? Did they actually not want to hurt her? Wouldn't it be so much simpler for them to just throw her out of the picture?

"I don't-" she was cut off by yet another kiss. This one was surprisingly from Axel. His tongue lapped at her lips begging entry. Without thinking she parted them, and his tongue snaked in. Having only ever kissed Roxas, this felt electrifying. _Oh, my god_. She wondered if it was Axel's skill, his fiery nature, or just the excitement of the unexpected that made it so exhilarating.

"Come on, Xion." Axel's eyes pleaded with her. Axel really cared. She felt so happy that she could cry. She had always assumed that Axel had only accepted to be her friend for Roxas' sake. She had known for a long while now how Axel felt towards the blond. His gazes always held such love within them. She had always tried to push that knowledge away clinging to Roxas with all her might. She had felt kind of bad about it, but Roxas was all she had. Yet, now this same gaze of love was directed at _her_. She stared back at him and suddenly remembered that neither of the men had put any clothing on. Blushing, she couldn't break her gaze away from them. Noticing her sudden flush, Roxas stared down.

"Oh, uh sorry." He blushed too now, but Axel seemed unfazed.

"I had secretly always wished that we could have this, but I didn't think you two would go for it. Xion, I know that you probably feel that because you are a replica you are worth less than us. Never think that. You may be a replica, but how different is that from us Nobodies compared to our originals?" He laughed his signature Axel laugh. "We _love_ you. We _want_ you. Got it memorized?" He took ahold of each of their hands. Roxas followed suit taking her free hand, joining them in a linked chain.

Xion could no longer hold her emotions in. She flung herself into Roxas' chest letting the tears flow. Axel embraced her from behind. She felt so safe in that moment in-between their steady heat and love. She cried and cried from all the joy that she felt. She was wanted. She did have a purpose. She was not worthless as Xemnas always told her. She rocked slightly as Roxas rubbed little circles upon her back. Finally, she composed herself flashing the biggest grin she had ever shown.

"Thank you."

She blushed furiously as Roxas began to pull the zipper of her Organization coat. As it lowered, Axel's hand slipped inside running across her shoulder blades. The three of them were now back inside Axel's room with the door securely shut and locked. She shivered as the coat fell away and Axel's hands lowered down her arms as Roxas leaned in for another kiss.

"Roxas, I love you." Axel merely smiled. It wasn't as if he had expected for his love to be returned. It was good enough that she would let him be there to show her his feelings. Good enough that she could feel wanted. And anyway, at least Roxas loved him in return.

"Axel, thank you." She began crying again. "I love you." She smiled radiantly at him. Now it was Axel's turn to start crying as he leaned in to kiss her.

When they pulled apart Roxas voiced an idea. "You know what we could do? What if we all tried kissing together? Like, you know, a three-way kiss."

"That's a great idea Roxas! Why didn't I think of that?" Xion jumped in excitement. She was going to kiss both of them at the same time! This was beyond imagination. She closed her eyes and puckered her lips waiting.

Chuckling, Axel leaned in and Roxas soon followed. It was a bit awkward having three noses so close, but after a bit of adjustment they managed to join all three lips together, for the most part, with crushing anything. Axel was the first to coax the other's mouths open and soon their tongues were rubbing outside their mouths, which was somewhat easier to accomplish since they could pull back a bit.

Roxas smiled pleased with how things had turned out. Yesterday morning he never would have dreamed that this was possible. Now he wanted more. He didn't want to push Xion farther than she wanted, but after his night with Axel he couldn't help wanting to do the same with her. Otherwise wouldn't she feel disregarded?

"Xion?" he asked. While last night had given him some added confidence he still hoped that he wouldn't have to actually say what he meant.

"Yes, Roxas?" She blinked at him with clouded, yet still mostly innocent eyes. Oh boy, he would have to explain.

He gulped ready to push forward, when Axel beat him to it. "I think Roxas is wondering how far you are wanting to go right now."

At this Xion seemed to remember that she was currently stripped down to her bra and panties. The boys had also never redonned their clothing leaving their semi-erections exposed. She blushed covering her face and sat down on the bed.

Roxas sighed in disappointment, taking this to mean that she was not ready, but to his surprise she whispered through her hands.

"I'm not really sure what is how far, but…we could, you know…" She trailed off dropping her hands to anxiously search their faces. Both boys sported relaxed grins, and she released her own sigh of relief.

The boys moved in onto the bed.

"Lay down," Roxas ordered, and she did so, moving back to the pillows. They crawled up to her, one on either side. Together they kissed along her neck and collarbone. Roxas reached around to unhook her bra, and Axel flung it to the floor.

She shivered resisting the urge to cover herself. This impulse was quickly extinguished, however, when they set upon her breasts, Axel with his mouth and Roxas with his hand. The only sexual knowledge she had was from the jumbled memories she got from Sora. She held at least one memory of him masturbating, along with the feelings it rose within him, yet these had been dulled by the string of memory, thus these ministrations shocked her. They were so physical, so _real_. Being composed of Sora's memories there was not much real she could claim. This simple fact of having something solidly her own, a true experience, made her so happy. For once she truly felt _alive_.

Unable to control herself, she let out a strangled moan of longing. Her embarrassment had transformed into a gnawing desire. She wanted this sensation of _life _to continue. She needed to do this fully. Yet, how would they?

"Axel, Roxas!" she cried out swatting at them away from her breasts lightly. "How do we do this?" she asked. Sora's memories only held the basics, and their situation was not exactly basic.

Roxas stopped in contemplation. "Axel?"

Both of the youngsters turn expectant eyes onto their sexual sensei. "Well," he thought for a moment, "there are multiple things we could do, but I assume that you mean penetration." Both blinked at him amazed that he had actually been able to say it. "We could both do you Xion, meaning that you would have to go through what Roxas did. Or, we could try something a bit more unique." His eyes glinted. "Roxas could do you while I do him."

"What?" Roxas looked at him in shock. "Would that even work?"

"I think so," the redhead answered. "It shouldn't be as difficult for you as last night, and I would save Xion two simultaneous pains if we can."

Hearing this Roxas nodded in agreement. Recalling his previous pain he was resolved to keep her from feeling that plus whatever discomfort would come to her regardless.

Xion may not have known what extent of pain they were referring to, but she was relieved nonetheless to hear that her pain would be the lesser of the two. But she couldn't help feeling a bit disappointed that she wouldn't be having them both at once. There was always next time she thought to herself, a bit surprised by her boldness of thinking.

"Okay, Roxas, do you think can do what I did before? Or do you need some reminders?"

Determination settled in Roxas' eyes and he worked on removing her panties. Recalling Axel's motions he licked his fingers before lowering them to her. He was surprised to find the wetness already there. He cast a look at Axel who laughed for the umpteenth time. Pushing forward he took in the slickness that was her entrance.

Beneath him Xion shivered at the contact. He added another finger pushing further.

"Roxas," she pleaded.

Understanding, he positioned himself and asked her, "Ready?"

She nodded with tightly shut eyes. As he pushed in, she seemed take it easier than he had. Whereas Axel had had to push in slowly, he was able to slide in without much resistance. Perhaps this was due to the fact that assholes were not built for penetration while vaginas were. Just as Axel had waited for him to adjust, he did so with her.

"Tell me when," he said.

When she announced her adjustment Axel set upon fingering Roxas. The blond, who had just begun moving, jerked from the sudden insertion. He didn't resume moving until his own muscles had loosened.

Xion cried out as he apparently found that special spot. He felt Axel readying himself.

"I'm coming in," he whispered into the blond's ear.

Roxas moaned as he was entered. Axel set a steady rhythm pushing in and out, which in turn pushed Roxas forward into Xion. The two males worked together setting a rhythm between them which Xion met with her own upward thrusts. The three began one movement, one heartbeat.

Xion shifted her eye contact between the males knowing that this truly was love. She couldn't be sure, but she had thought that love wasn't supposed to work like this; between three people. But here and now, watching Axel's face as he pushed into Roxas, feeling the jolt shoot through her as well, just felt so _right_.

They pushed together in this fashion exchanging little other touches here and there, tangling in hair, brushing along arms, tickling sides. It was almost overwhelming to Roxas taking the brunt of pleasure. He kept up with Axel's rhythm the best he could, but sometimes he was caught off guard by the pure sensation of it all.

The next moment it was as if there was an electric nerve shock running between their bodies. Xion clenched down in climax, which forced Roxas to come, also clenching around Axel who joined suit. The males tumbled downward onto the bed. Huddling together, the three whispered words of love until morning forgetting that they still had missions to complete. Not-unexpectedly, the next day Xemnas was furious, but they were too happy to care.

**AN: **So, yeah. My original plan had been for Xion and Roxas to have been dating for at least a week before Axel moved in, but I couldn't think of what to have happen during that week, so I just sped this right along. This is absolutely my first time writing (or reading for that matter) Xion smut, so…


End file.
